Tighe Reardon - Jun 10, 2021 Form 3 Insider Report for Janux Therapeutics, Inc. (JANX)

Role: Acting Chief Financial Officer, 10%+ Owner
Signature: /s/ Tighe Reardon
Stock symbol: JANX
Transactions as of: Jun 10, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/10/2021, 07:18 PM
Next filing: Jun 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	JANX	Common Stock						173K	Jun 10, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	JANX	Stock Option (right to buy)							Jun 10, 2021	Common Stock	192K	$10.59	Direct	F1
holding	JANX	Series A Convertible Preferred Stock							Jun 10, 2021	Common Stock	2.7M		See footnote	F2, F3
holding	JANX	Series B Convertible Preferred Stock							Jun 10, 2021	Common Stock	1.15M		See footnote	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	1/4th of the shares vest one year after May 14, 2021 (the "Vesting Commencement Date"); the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date. The shares subject to this option are early exercisable, subject to the Issuer's right of repurchase.
F2	Each share of Series Seed Convertible Preferred Stock, Series Seed 2 Convertible Preferred Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into 1.281 shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date.
F3	Shares are held by Avalon BioVentures SPV I, LP (ABV SPV). ABV SPV I GP LLC (ABV GP) is a general partner of ABV SPV and may be deemed to have voting and investment power with respect to the shares held by ABV SPV and as a result may be deemed to have beneficial ownership of such shares. Mr. Reardon is Chief Financial Officer of Avalon Ventures and shares voting and investment power with respect to the shares held by ABV SPV. Mr. Reardon disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein, if any.